Insight Enterprises, Inc. · NASDAQ:NSIT
Insight Enterprises — Merger or Acquisition (June 2019)
13 slides from Insight Enterprises's merger presentation, Jun 24, 2019
Slide 1: Insight to Acquire PCM
Insight to Acquire PCM June 24, 2019 1 Insight Presentation Insight Proprietary & Confidential. Do Not Copy or Distribute. © 2019 Insight Direct USA, Inc. All Rights Reserved.
Slide 2: Important Information
Important Information Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified
Slide 3: Non-GAAP Measures
Non-GAAP Measures In this presentation, we will present non-GAAP measures related to the historical performance of PCM. Non-GAAP measures presented include PCMs earnings before interest, taxes, depreciation and amortization expenses (EBITDA), Adjusted EBITDA and non-GAAP Earnings from Operations (Ad
Slide 4: Insight's Acquisition of PCM
Insight’s Acquisition of PCM • Insight to acquire PCM (Nasdaq: “PCMI”) for $35.00 per share • Enterprise value (net of cash and debt acquired) of approximately $581 million • Implying a synergized EBITDA multiple of ~ 4.5x* • Premium of 36% premium to 1-month average closing share price • Strengthen
Slide 5: Insight and PCM | Strategic and Compelling Transaction
Insight and PCM | Strategic and Compelling Transaction • Expands footprint in North America and United Kingdom Market • Gain market share in mid-market and corporate clients • Broadens Total Available Market (TAM) in our Solution Areas • Combined platform creates deep Intelligent Technology Solution
Slide 6: PCM at a glance
PCM at a glance Key Facts 2018 Financial Performance Net Sales ($ MILLIONS) Gross Profit ($ MILLIONS) • Founded in 1987, headquartered in El Segundo, CA 4-yr CAGR 4-yr CAGR 12% 16% • 4,000+ teammates, > 65% $2,164 $344 client-facing in sales, services & $192 support $1,356 • 40+ locations globally •
Slide 7: Solution Area Alignment
Solution Area Alignment Supply Chain Connected Cloud + Data Center Digital Optimization Workforce Transformation Innovation Insight Proprietary & Confidential. Do Not Copy or Distribute. © 2019 Insight Direct USA, Inc. All Rights Reserved. 7 Insight Proprietary & Confidential. Do Not Copy or Distrib
Slide 8: Stronger Together
Stronger Together 7,400 4,800 4,000 2,700 Teammates Client-facing Teammates Client-facing worldwide teammates worldwide Teammates $7.08B 14.0% $2.16B 15.9% 2018 Net 2018 Gross 2018 Net 2018 Gross Sales Margin Sales Margin 70% 76% 2018 Sales – Enterprise clients 2018 Sales – Mid-market and corporate
Slide 9: Financial Details
Financial Details • $35.00 per share in cash Transaction • Equity purchase price of approximately $474 million Consideration • Enterprise value of approximately $581 million (net of cash and debt acquired) • Implies 4.5x LTM Adjusted EBITDA multiple including synergies * • PCM reported LTM net sales
Slide 10: Summary Rationale
Summary Rationale • Strategic rationale • Adds scale to top line and expands addressable market in corporate and mid-market clients • Higher margin end markets • Cross sell opportunity within Solution Areas • Leverage Insight’s digital marketing engine to accelerate sales in mid-market • Expands ser
Slide 11: Thank you. Questions?
Thank you. Questions? 11 Insight Presentation Insight Insight Proprietary Proprietary & & Confidential. Confidential. Do Do Not Not Copy Copy or or Distribute. Distribute. © © 2019 2019 Insight Insight Direct Direct USA, USA, Inc. Inc. All All Rights Rights Reserved. Reserved. 11
Slide 12: Non-GAAP Reconciliations
Non-GAAP Reconciliations PCM Adjusted EFO US Dollar in $000s 2014 2018 Adjusted Consolidated Earnings from Operations: GAAP consolidated EFO $ 15,705 $ 40,746 Stock based compensation 1,502 3,059 M&A and related litigation costs and fees (a) - 1,793 Severance and restructuring related costs (b) 666
Slide 13: Non-GAAP Reconciliations
Non-GAAP Reconciliations PCM Adjusted EBITDA US Dollar in $000s Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q1 2019 TTM EBITDAS (a) C onsolidated operating profit $ 13,195 $ 10,554 $ 10,755 $ 8,427 $ 42,931 Add: C onsolidated depreciation expense 2,618 2,575 2,523 2,577 10,293 C onsolidated amortization expense
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